Sample Business Contracts

Nonreimbursable Space Act Agreement - National Aeronautics and Space Administration and Hybrid Technologies Inc.

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                          JOHN F. KENNEDY SPACE CENTER
                            HYBRID TECHNOLOGIES, INC.


This  agreement  is  entered.   into  by  the  National  Aeronautics  and  Space
Administration,  John F. Kennedy Space Center (hereinafter "NASA.-T SC") located
at  Kennedy  Space  Center,   Florida  32899,  and  Hybrid  Technologies,   Inc.
(hereinafter  "Hybrid Tech"),  located at 5001 East Bonanza Road, Suite 138-145,
Las Vegas,  Nevada  89110.  This  agreement is entered into pursuant to sections
203(c)  (5) and (6) of the  National  Aeronautics  and  Space  Act of  1958,  as
amended,  42 U.S.C.  Section  2473(c),  as implemented by NASA Policy  Directive
1050.1 G.


This agreement  details the roles and  responsibilities  of NASA-KSC and. Hybrid
Tech regarding the loan of three electric  vehicles:  one PT Cruiser,  one Smart
Car, and one All Terrain  Vehicle  (ATV) (see pages 11-13 of this  agreement) to
NASA-KSC.  Utilizing  these  vehicles at K SC is a  cooperative  opportunity  to
demonstrate zero emission vehicle  technology in a high-visibility  application.
Benefits to NASA-KSC  include having improved  compliance with  Alternative Fuel
Vehicles  (AFVs)  mandates,  demonstrating  the use of an  electric  vehicle  in
Federal  (fleets  the size of KSC's  fleet  and  studying  the possibilities  of
utilizing  electric  vehicles  in  our  fleet  operations,  and  establishing  a
relationship with Hybrid Tech for possible future collaboration on AFVs.



          1.   Hybrid Tech agrees to loan to NASA-KSC  and.  NASA-KSC  agrees to
               accept from Hybrid Tech one used and/or new PT Cruiser,  one used
               and/or new Smart Car  Electric  Vehicle  and one new or used ATV,
               all of which  will.  include  a  battery  pack  with 100  percent
               lithium  batteries  used  to  power  the  vchicle(s)  for  use in
               NASA-KSC's   business.   Vehicles  shall  be  described  in  Loan
               Agreement Supplements  ("Supplement") executed by Hybrid Tech and
               NASA-KSC  from  time to  time.  Each  such  Supplement  shall  be
               incorporated  herein  upon  its  execution  by  Hybrid  Tech  and

         2.    This is an Agreement for loan of the vehicles only  and is  not a
               contract for the sale or lease of  vehicle(s). Hybrid Tech is the
               owner  of  the  three  vehicles  mentioned  above,  and  NASA-KSC
               recognizes that it does not acquire any legal or equitable


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               interest in the vehicle(s).  NASA-KSC's  rights to possess,  use,
               and  operate any and all  vehicles  shall he  forfeited  upon the
               termination  or  expiration  of  this  Agreement  as  hereinafter

          3.   With respect to each  vehicle,  the term of the loan (the "Term")
               shall  commence on the date the  vehicle(s)  is  delivered to the
               NASA-KSC (the  "In-Service  Date") and shall continue through the
               date set forth in the applicable Supplement as the maturity date.
               In no event will the term of the loan of any  individual  vehicle
               described  in a  Supplement  exceed  the  term  of the  Agreement
               established in Section XVIII, herein.


          1.   Hybrid Tech shall  complete a Supplement  for the vehicle,  which
               N4SA-KSC and Hybrid Tech shall  execute  prior to delivery of the
               vehicle to NASA-KSC. Vehicles described in such Supplement shall,
               upon execution of the Supplement by NASA, KSC and Hybrid Tech and
               delivery of the vehicle to NASA-KSC,  he subject to all the terms
               and  conditions  of  this  Agreement.  Carrier  receipt  will  be
               sufficient proof of delivery of the vehicles to NASA-KSC.

          2.   Vehicles shall include all equipment required by Federal,  state,
               or municipal statutes,  laws, ordinances,  rules, or regulations,
               present or future.  Hybrid  Tech  shall pay for and  install  any
               equipment  necessary to bring  vehicles in compliance  with these
               requirements.  NASA-KSV  agrees to cooperate  with Hybrid Tech in
               accomplishing compliance.

          3.   NASA-KSC shall inspect all vehicles within five (5) business days
               of  delivery.  If,  as a  result  of  such  inspection,  NASA-KSC
               discovers  any  physical  or  functional  defect  in the  vehicle
               received,  NASA-KSC  shall  notify  Hybrid  Tech  within ten (10)
               business  days,  and  Hybrid  Tech  may,  at its  option,  either
               promptly repair the defect or terminate the loan of such vehicle.


          1.   Hybrid Tech shall not be  responsible for  any fines  incurred by
               drivers of the vehicles such as traffic or parking tickets.

          2.   Hybrid Tech or its designee  will  register and title the vehicle
               initially,  and NASA-KSC plans to either provide a Government tag
               or  shall  be  responsible  for  subsequent  registration  of the
               vehicle.  All vehicles  will be titled or registered in the state
               specified  in  the  Supplement.  The  Certificate  of  Title  and
               Registration for each vehicle shall be completed as instructed by
               Hybrid Tech.   Hybrid Tech will be the legal owner of the vehicle
               and shall retain possession of All Certificates of Title.



         1.    NASA-KSC shall use each vehicle only for official business
               Vehicles may not be leased by NASA-KSC. NASA-KSC will ensure that
               all  vehicles are used in a careful manner and in accordance with
               all  applicable   governmental  and  insurance  requirements  and
               limitations  and in no event for other than a lawful  purpose and
               in compliance  with all laws.  Hybrid Tech property and liability
               insurance  must  cover  all  users  of  the  vehicle.   Under  no
               circumstances  shall  NASA-KSC  permit any  vehicle to be used or
               charged by any individual who has not been trained by NASA-KSC to
               use and charge the vehicle.

          2.   NASA-KSC  understands and agrees that NASA-KSC may not, under any
               circumstances,  disassemble the vehicles or any portion  thereof.
               If NASA-KSC makes any alterations to a vehicle with Hybrid Tech's
               permission,  NASA-KSC  shall  return the vehicle to its  original
               condition  prior to the  expiration or early  termination of this
               Agreement. NASA-KSC agrees to maintain in unobliterated condition
               any identification numbers, labels, tags, and other markings used
               to identify the vehicles.

          3.   NASA-KSC will provide to Hybrid Tech such  information  regarding
               the  vehicles  and  NASA-KSC's  use thereof as may be  reasonably
               requested by Hybrid Tech.


          1.   Hybrid Tech shall provide,  at Hybrid Tech's  expense,  for each,
               vehicle during the Term thereon,  Automobile  Liability Insurance
               with limits not less than $1 million per accident  and  including
               Comprehensive and Collision Damage coverage for each vehicle. The
               insurance  shall name Hybrid  Tech as Loss Payee and  NASA-KSC as
               Additional Insured. Hybrid Tech must provide continued,  proof of
               such  insurance to  NASA-KSC,  as  requested.  Proof of insurance
               shall be provided at the time of execution of  Supplement to this

          2.   NASA-KSC shall promptly notify Hybrid Tech of any damage to their
               vehicles.  NASA-KSC may assist  Hybrid Tech in  coordinating  the
               pickup or delivery of the vehicles  with their  Approved  Service
               Providers.  The Approved  Service  Providers  shall provide proof
               that the  necessary  repairs  have  been  completed  and that the
               vehicle  is safe  to  operate.  Hybrid   Tech  shall  pay for any
               accident-related  vehicle  repairs  or  expenses  which  are  not
               covered by  insurance.  If any claim is made or action  commenced
               for  personal  injury or death or property  damage in  connection
               with any vehicle, NASA-KSC shall promptly notify Hybrid Tech.


          1.   Hybrid Tech shall,  at Hybrid Tech's sole expense (no maintenance
               costs from NASA),  maintain all their vehicles in accordance with
               the  owner's  and  service   manuals.   Hybrid  Tech  shall  have
               maintenance  and repairs  performed  only by authorized  KSC area
               dealers or other Approved Service Provider(s) designated by


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               Hybrid  Tech.  Hybrid Tech shall  provide NASA with a list of the
               Approved Service Providers in NASA-KSC's geographic area prior to
               delivery of the vehicle. If any of the foregoing dealers cease to
               he Approved Service  Providers during the Term,  Hybrid Tech will
               appoint  one or more  alternate  Approved  Service  Providers  in
               NASA-KSC's  geographic area and provide  NASA-KSC with an updated

          2.   Hybrid  Tech  shall  immediately   arrange  for  repairs  or,  if
               necessary,  replacement  of the  vehicle.  All  vehicle  warranty
               repair and maintenance  shall be performed in accordance with the
               manufacturer's  suggested warranty repair and maintenance program
               and by an Approved Service Provider.  Any manufacturer  recall or
               other  notices  regarding  the operation or repair of the vehicle
               will be forwarded to NASA-KSC within five (5) days of receipt.

          3.   NASA-KSC  may  assist   Hybrid  Tech  (upon  their   request)  by
               delivering  the  vehicle to the  Approved  Service  Provider  for
               warranty repair and maintenance.  If the vehicle is not drivable,
               NASA-KSC  will obtain  clearance  of any approved KSC tow company
               for the removal of the vehicle from KSC property.

          4.   NASA-KSC shall provide,  at its own expense,  a power source that
               meets  the  specifications  set  forth  by  Hybrid  Tech  and the
               manufacturer  for  recharging  required for the proper  operation
               and/or protection of each vehicle.

          5.   NASA-KSC  shall  be   responsible   for  all  expenses or charges
               associated  with washing, parking,  towing, garage and/or highway
               tolls for each vehicle.

          6.   NASA-KSC  gives Hybrid Tech the right to inspect any vehicle upon
               prior reasonable  notice to NASA-KSC.  If Hybrid Tech, during any
               inspection of a vehicle,  determines  that NASA-KSC has failed to
               perform its obligations as set forth in this Section, Hybrid Tech
               shall give  NASA-KSC  written  notice  thereof.  Unless  NASA-KSC
               performs its obligations within thirty (30) days from the date of
               Hybrid Tech notice, Hybrid Tech shall have the right, but not the
               obligation,  to  terminate  the loan of the  vehicle to  NASA-KSC
               and/or to perform the maintenance,  service,  and repair required
               to be performed.

          7.   NASA-KSC gives Hybrid Tech the right to install, at any time, any
               equipment  or make any  repairs or changes to the  vehicle  which
               Hybrid Tech deems are necessary.


          1.   Upon the  expiration  or  termination  of this  Agreement  in its
               entirety or with respect to any or all  vehicles,  said  vehicles
               shall be returned to Hybrid  Tech's  closest  regional  office or
               Approved  Service  Provider from NASA-KSC's  location,  at Hybrid
               Tech's expense,  NASA-KSC shall give Hybrid Tech thirty (30) days
               written  notice  of  the  vehicle  identification  number  of the
               vehicle(s) coming to the end of its Term.


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         2.    Prior to Hybrid  Tech's  acceptance  of any vehicle at the end of
               the Term for such vehicle, Hybrid Tech may schedule a prerecovery
               inspection with NASA-KSC.

         3.    Each  vehicle  returned to Hybrid Tech shall have one (1) battery
               pack  with  lithium  batteries,   four  (4)  undamaged  tires  of
               identical  make and type,  and one (1) spare tire  (allowing  for
               normal wear and tear).

          4.   Actual mileage of the vehicle during the In-Service  period shall
               be certified pursuant to a federally required odometer statement,
               to  be  signed  by  the  NASA-KSC upon  the  expiration  of  this


A.  Hybrid  Tech  assumes  all  risks  and  liability  arising  from  NASA-KSC's
    possession, use, and operation of the  vehicles,  including  liability which
    may  rise  from  NASA-KSC's  employee's  or  agent's  possession,  use,  and
    operation of a vehicle from the moment of delivery to NASA-KSC to the moment
    of return to Hybrid Tech. Hybrid  Tech agrees to indemnify and hold NASA and
    NASA-KSC harmless from any and  all  of  the  following  whether  actual  or
    alleged: (i) all loss,  damage,  claims,  suits,  taxes,  liens,  penalties,
    fines, liability, and expense (including reasonable attorneys' fees) arising
    in any manner, relating directly or indirectly to the  possession,  use, and
    operation of the vehicles, including, but not limited to, injuries or  death
    to persons  or damages to or destruction of property; (ii) claims and  liens
    for storage, labor, and materials; and (iii)  all loss of and damage to, the
    vehicles, regardless of whether insured for physical damage insurance.

B.  Without limiting its  obligations  under  subsection  A above,  Hybrid  Tech
    further agrees to indemnify and hold harmless NASA and NASA-KSC from any and
    all loss, damage, claims, suits, taxes, liens, penalties, fines,  liability,
    and expense (including reasonable attorneys' fees) arising out of  claims by
    third parties  (including employees, agents,  or  contractors  of  NASA-KSC)
    which relate directly or indirectly  to  NASA-KSC's  acts  or  omissions  or
    breach of this  Agreement  in  connection  with  the  possession,  use,  and
    operation of the  vehicles, including, but not limited to, injuries or death
    to persons or damages to, or destruction of,  property. Such indemnity shall
    not waive any  rights the  NASA-KSC may have against the manufacturer of the
    vehicle or Hybrid Tech for product liability claims.

C.  Hybrid Tech further  agrees  to  extend  this  unilateral  waiver to its own
    related entities by requiring them, by contract or otherwise, to waive   all
    claims against NASA, its related  entities,  and employees of NASA or of its
    related entities  for  injury,  death,  damage, or  loss  arising  from,  or
    related to, activities undertaken pursuant to this agreement.

D.  Hybrid Tech assumes  any  and  all  risks  of  personal  injury and property
    damage  attributable  to  the  negligent  acts  or  omissions of Hybrid Tech
    and its  officers,  employees,  servants,  and  agents  thereof while acting
    within the scope of their employment by Hybrid Tech.


KC A-4065

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A. NASA-KSC shall not assign or permit any vehicle to be  used  by anyone  other
than NASA-KSC and/or NASA contractor employees.

B.  Hybrid  Tech  shall  have the right to assign any or all of  its rights  and
    obligations at any time without the consent of NASA-KSC.   Without  limiting
    the foregoing, Hybrid Tech shall have the right to assign any  of its rights
    hereunder to a financial institution retained by Hybrid Tech to service this


Any notice  required or permitted  under this Agreement  shall be in writing and
shall be deemed   given when mailed by certified mail, return receipt requested,
or  nationally  recognized  courier  service to Hybrid Tech or NASA-KSC at their
respective  addresses  set forth on page 8 of this  Agreement,  or at such other
address  furnished  by either party to the other in  accordance  with the notice
provisions of this Section.


A.  United  States  Federal  law  governs  this  Agreement  for   all  purposes,
    including, but not limited to, determining the  validity  of  the Agreement,
    the meaning of its provisions, and the rights,  obligations and  remedies of
    the parties.

B.  While  engaged  in  activities  on  NASA-KSC  property  pursuant   to   this
    Agreement, Hybrid Tech agrees to comply  with all NASA-KSC policies,  rules,
    and regulations  in  effect  at  the time the activities are occurring. This
    includes,  but  is  not  limited,  to,  all  safety,  health,  security, and
    environmental requirements.


From time to time each party shall  execute and  deliver  supplements  and  such
further  instruments  and will  take  such  other  actions  as the  other  party
reasonably  may  request in order to  discharge  and  perform  their  respective
obligations and agreements hereunder.


Neither  party shall incur any  liability  to the other for any  obligations  if
caused by wars, fires, strikes, or other labor disputes, accidents, acts of God,
governmental  regulations  or  interference,  shortages  of labor or  materials,
delays in  transportation,  nonavailability  of same from the  manufacturer,  or
other  causes  beyond that  party's  control.  IN NO EVENT SHALL EITHER PARTY BE


Any provision of this Agreement prohibited by applicable law will be ineffective
to the extent of such prohibition without  invalidating the remaining provisions
hereof. The failure of either party



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to require  strict  performance  of any provision will not diminish that party's
right thereafter to require strict performance of any provision.


This  Agreement  shall he binding  on, and shall  endure to the  benefit of, the
parties hereto and their respective permitted successors and assigns.


The  covenants,  representations,  and warranties of each of the parties to this
Agreement shall survive the termination of this Agreement.


There  will  be no  transfer  of  funds  between  NASA-KSC  and  Hybrid  Tech in
connection with this Agreement. Each party will fund its own participation under
this Agreement.

All activities under,  or  pursuant  to,  this  agreement  are  subject  to  the
availability of appropriated funds, and no  provision shall  be  interpreted  to
require obligation. or  provision  of  funds in violation of the Anti-Deficiency
Act, 31 U.S.C. section 1341.


Data  generated  under  this  Agreement  will be  reserved  to  Hybrid  Tech for
scientific  analysis and first  publication  rights beginning with creation of a
form suitable for  analysis.  NASA may also have access to, and use of, the data
and any  associated  data,  but such access and use will not prejudice the first
publication rights of the investigators.

Final  results  will be  made  available  to the  scientific  community  through
publication in  appropriate  journals or other  established  channels as soon as
practicable  and consistent  with good  scientific  practice.  In the event such
reports or  publications  are  copyrighted,  NASA and  Hybrid  Tech shall have a
royalty-free  right  under  the  copyright  to  reproduce,   distribute,  create
derivative works, and use such copyrighted work for their purposes. In the event
such reports or publications are  copyrighted,  Hybrid Tech shall either own all
such copyrights,  or if Hybrid Tech chooses for any reason  whatsoever not to do
so,  NASA and  Hybrid  Tech  shall  each  have a  royalty-free  right  under the
copyright  to  reproduce,  distribute,  create  derivative  works,  and use such
copyrighted work for their purposes.

Title to inventions made (conceived or first actually  reduced to practice) as a
consequence  of, or in direct  relation to, the  performance  of  the activities
under this Agreement will remain with the respective  inventing parties,  and no
invention and patent rights are exchanged  between the parties unless  otherwise
specifically agreed and set forth in, this Agreement.  Tn the event an invention
is made  jointly  by  employees  of the  parties  or an  employee  of a  party's
contractor,  the  parties  will  consult and agree as to future  actions  toward
establishment  of patent  protection  for the  invention.  It is recognized  and
agreed that the parties may be required to and shall grant license


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or other  rights to  sponsor(s)  in  inventions,  data,  and  information  under
provisions which may be contained in prime funding agreement(s).


Neither NASA nor Hybrid Tech warrants the data's availability or suitability for
any particular use.


The obligations of the parties set forth in this Agreement  concerning Liability
and Risk of Loss and  intellectual  Property and Data Rights  shall  continue to
apply after the expiration or termination of this Agreement.


The following personnel arc designated as the key officials for their respective
party.  These key  officials  are the  principal  points of contact  between the
parties in the performance of this Agreement:

NASA-KSC                                                    HYBRID TECH
Brace Chesson                                               Richard Griffiths
Transportation, Alternative Fuels and Vehicles              Public Relations & Business Development
Mail Code: TA-El                                            Hybrid Technologies, Inc
NASA, John F. Kennedy Space Center                          5001 East Bonanza Road, Suite 138-14
Kennedy Space Center, FL 32899                              Las Vegas, NV 89110
Telephone: 321 867-8635                                     Telephone: 888-669-1808
Fax: 321-867-1.458                                          Fax: 702-926-9508
E-mail: Bruce E.                           E-mail: rgriffiths@


This Agreement sets forth the entire and complete agreement between the parties.
This  Agreement  becomes  effective  on the  date of the last  signature  of the
parties.  Either party,  upon a 30-day  written  notice to the other party,  may
terminate this Agreement at any time and for any reason it deems substantial. In
the event of such termination,  each party shall return to the other any data it
furnished to assist the other in performance of this  Agreement,  but each party
may  retain  one  archival  copy of such  data  and any  data  generated  by its
performance  under the  Agreement,  unless the  "Intellectual  Property and Data
Rights" or other section of this Agreement  provides  otherwise.  This Agreement
shall expire upon completion of all  obligations of both,  parties hereto or not
to exceed one year from the date of the last signature of the parties, whichever
comes first.



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The parties  agree to  coordinate  in advance any news  releases  and/or  widely
distributed publications that result from activities ,performed pursuant to this
Agreement.  This coordination  shall entail,  notifying the respective points of
contact of the proposed news release or publication in sufficient  time to allow
the other party an opportunity to review and comment as deemed appropriate.


Hybrid Tech agrees to submit to  NASA  for  its  approval  all  promotional  and
advertising material that uses the  NASA  name,  initials,  insignia,  seal,  or
logotype prior to publication. Approval by NASA. shall be  based  on  applicable
law (e.g..  42 U.S.C. section 2459(b), 2472(a), and   2473(c)(1);  and 14 C.F.R.
section 1221.100 et seq.) and policy governing the use:  of  the words "National
Aeronautics and Space Administration," and the letters "N A S A,"  and the NASA.
insignia, sea], and logotype.

NASA agrees that it will not at any time during or following termination of this
Agreement use the name of Hybrid Tech or any other names,  insignia,  symbol(s),
or logotypes  associated with Hybrid Tech or any variant or variants  thereof or
the  names of the  principal  Hybrid  Tech  representative  or  employee  in any
formally published literature, advertising, or other materials without the prior
written consent of Hybrid Tech, notwithstanding the foregoing, Hybrid Tech shall
be  permitted  to state orally and in writing the fact that the loan of vehicles
has taken place.

The parties  agree that this  Agreement is  independent  of  any other  contract
between the United States  Government and Hybrid Tech. By  participating in this
Agreement,  NASA makes no assurances to Hybrid Tech or others as to  performance
of the objects  tested in NASA  facilities  or other test  objects and  relieves
Hybrid Tech of none of its obligations under any other contract, grant, or other
agreement with the  Government.  This  Agreement  does not constitute  NASA's or
Hybrid Tech's endorsement of any test results,  resulting designs,  hardware, or
other matters.

This Agreement is not exclusive; accordingly, Hybrid Tech or NASA may enter into
similar  agreements for the same or similar purpose with other private or public



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This Agreement is hereby executed in duplicate originals by the undersigned.

National Aeronautics                        Hybrid Technologies, Inc.
And Space Administration
John F. Kennedy Space Center
BY: /s/ James W. Kennedy                    By: /s/ Holly Roseberry
James W. Kennedy                            Holly Roseberry
Director                                    President